LAW All disputes arising out or in connection with this contract shall be governed by English Law.
ACCEPTANCE OF ORDERS Buyer’s order is accepted by BrightLED Ltd subject to availability of stock. Order cannot be cancelled except by mutual agreement.
PRICE OF PAYMENT Price charged will be price in effect at date of order. Please note all accounts beyond our credit terms will be passed to our debt collection agency, Sinclair Goldberg Price Ltd. All accounts, without exception, will be subject to a surcharge of 15% plus vat on Limited Company/ Public Sector Body debts & 20% plus vat on Consumer/ Non-Limited Commercial debts to cover our costs in recovery. These accounts will also be subject to any legal costs incurred in obtaining settlement. Payment will be made strict 30 days from date of invoice. Failure to pay within these terms may result in deliveries being withheld and interest charged. Only in the event of disputed invoices a seven-day period of grace may be given to enable the dispute to be resolved.
QUALITY OF GOODS BrightLED Ltd warrants only that goods comply with sales specifications agreed with Buyer, save as mentioned in this clause all warranties, conditions and representations, whether expressed or implied by status, usage, trade, custom or otherwise and relating to the quality or nature of the goods, their condition or their life of wear or suitability for any particular purpose or use under any specific conditions are hereby excluded except in so far as such exclusion is not permissible under the Unfair Contract Terms Act 1977.
LIABILITIES BrightLED Ltd liability is limited, at all times, to only replacing goods shipped by BrightLED Ltd, which have been returned to BrightLED Ltd and shown to be defective. BrightLED Ltd shall in no circumstances be liable to the Buyer in contract, tort or otherwise for any consequential damage, injury, loss or expense howsoever caused whether to the Buyer or to any other person, or thing and whether arising directly or indirectly from defective goods supplied hereunder (in so far as such exclusion is permitted by law.) However, in the event of an agreed proven epidemic failure of the quality of the item supplied by BrightLED Ltd the claim may be passed to our insurers, who will be asked to consider the claim under the product liability insurance cover currently held by BrightLED Ltd.
SHORT DELIVERIES / DAMAGE IN TRANSIT BrightLED Ltd will not be responsible for damages in transit or for short delivery unless Buyer gives written notice to BrightLED Ltd and to its Carrier within 3 days of receipt of goods and indicates short quantities on carrier’s delivery note.
NON-DELIVERIES BrightLED Ltd is not responsible for non-delivery within the U.K. unless Buyer gives written notice to BrightLED Ltd and to its carrier within 14 days of date of invoice. BrightLED Ltd is not responsible for non-delivery outside the U.K. unless Buyer gives written notice to BrightLED Ltd and carrier within 28 days of date of invoice.
PACKAGES / CONTAINERS Containers are not returnable unless otherwise stated.
SAFETY DATA BrightLED Ltd maintains data to ensure that goods sold by BrightLED Ltd are safe and without risk to health if properly used. Whenever such data is required buyer should contact BrightLED Ltd.
RISK Risk or loss or damage to products sold shall pass to Buyer at point of delivery
TITLE (A) Notwithstanding Clause 10, property in and title to goods sold under this contract shall remain in BrightLED Ltd until Buyer has settled all debts owed to BrightLED Ltd under this or any other contract or otherwise (B) Buyer has right to resell goods supplied under this contract but shall be under a fiduciary duty to account to Brightled for proceeds of such sales to the extent that Brightled have not been satisfied (C) If Buyer processes BrightLED Ltd goods sold hereunder or incorporates or mixes them with other goods prior to payment to BrightLED Ltd he shall hold such goods or the proceeds thereof on a fiduciary basis and shall account for them to BrightLED Ltd.
DELIVERY Providing a firm lead-time of 12 weeks and a forecast of five months is given to BrightLED Ltd and payment terms are adhered to BrightLED Ltd will endeavour to meet all required deliveries on time subject to Force Majeure.
FORCE MAJEURE BrightLED Ltd will not incur any liability from delay in performance, non-performance or other failure to meet any obligation to the Buyer caused by circumstances beyond its control including but not limited to (and in respect of which any ejusdem generis interpretation shall not apply): Acts of god, war, riots, fire, explosion, flood, strike, lockout, injunction to obtain fuel or raw materials, breakdown of equipment, acts of government or any cause beyond BrightLED Ltd preventing or interfering with the manufacture or shipment of goods to the buyer
WHOLE CONTRACT Foregoing conditions shall constitute entire contract between BrightLED Ltd and Buyer and shall replace any prior conditions proposed or tendered by either party
WARRANTY BrightLED Ltd warrants that each Product will be free from defects in material and workmanship. The foregoing warranty shall be valid for the period mentioned in the applicable warranty policy for the Products referred to in your sales agreement. If a Product fails to operate in accordance with this warranty BrightLED Ltd will repair the product or provide a free replacement of the failed Product subject to the applicable warranty policy and the limited warranty terms and conditions.
TERMS OF PAYMENT Strict 30 days from date of invoice
DIVISIBILITY CLAUSE This contract is divisible. Each delivery made hereunder: 1) shall be deemed to arise from a separate contract, and 2) shall be invoiced separately and any invoice for a delivery shall be payable in full in accordance with the terms of payment provided for herein without reference to and notwithstanding any defect of default in delivery of any other instalment.
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